Form of Escrow Agreement



 Exhibit 10.20 
 ESCROW AGREEMENT 
 This Escrow Agreement (the “Agreement”) is made and entered into
as of the              day of             , 2008, by and among ANDERSON & STRUDWICK, INCORPORATED, a
Virginia corporation (the “Placement Agent”), HOMEOWNERS CHOICE, INC., a Florida corporation (the “Company”), and SUNTRUST BANK, N.A. (the “Escrow Agent”). 
 R E C I T A L S: 
 A. The Company proposes to sell a minimum of 1,333,334 and a
maximum of 1,666,668 units, with each unit consisting of one share of the Company’s common stock and one warrant to purchase the Company’s common stock (collectively, the “Units”). 
 B. The Company has retained the Placement Agent, as agent for the Company on a best efforts, minimum-maximum basis, to sell the Units in a public
offering, and the Placement Agent has agreed to sell the Units in the offering as the Company’s agent on a best efforts, minimum-maximum basis. 
 C. The Escrow Agent is willing to hold the proceeds of the offering in escrow pursuant to this Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows: 
 1. Establishment of the Escrow Account. Contemporaneously herewith, the parties have established a non-interest-bearing account with the Escrow Agent, which escrow account is entitled “Homeowners Choice,
Inc. IPO Escrow Account” (the “Escrow Account”). The Placement Agent will transfer funds directly to the Escrow Agent as directed by its customers and will instruct other purchasers of the Units to make checks payable to
“SunTrust Bank – Homeowners Choice, Inc. IPO Escrow Account.” 
 2. Escrow Period. The escrow period (the “Escrow
Period”) shall begin with the commencement of the offering and shall terminate upon the earlier to occur of the following dates: 
 (a)
the date on which the Escrow Agent confirms that it has received in the Escrow Account gross proceeds for the sale of 1,666,668 Units; 
 (b)
September 30, 2008; or 
 (c) the date on which the Placement Agent and the Company notify the Escrow Agent that the offering has been
terminated in writing. 







 During the Escrow Period, the Company is aware and understands that it is not entitled to any funds
received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or any other entity, or be subject to the debts of the Company or any other entity. 
 3. Deposits into the Escrow Account. The Placement Agent agrees that it shall deliver to the Escrow Agent for deposit in the Escrow Account all
monies received from purchasers of the Units by noon of the next business day after receipt together with a written account of each sale, which account shall set forth, among other things, (i) the purchaser’s name and address,
(ii) the number of Units purchased by the purchaser, (iii) the amount paid therefor by the purchaser, (iv) whether the consideration received from the purchaser was in the form of a check, draft or money order, and (v) the
purchaser’s social security or tax identification number. The Escrow Agent agrees to hold all monies so deposited in the Escrow Account (the “Escrow Amount”) for the benefit of the parties hereto until authorized to disburse such
monies under the terms of this Agreement. 
 4. Disbursements from the Escrow Account. In the event the Escrow Agent does not receive
deposits for the sale of 1,333,334 Units prior to the termination of the Escrow Period, or if the Placement Agent and the Company notify the Escrow Agent that the offering has been terminated, the Escrow Agent shall promptly refund to each purchaser
the amount received from the purchaser, without deduction, penalty, or expense to the purchaser, and the Escrow Agent shall notify the Company and the Placement Agent of its distribution of the funds. The purchase money returned to each purchaser
shall be free and clear of any and all claims of the Company or any of its creditors. 
 In the event the Escrow Agent does receive minimum
deposits for the sale of 1,333,334 Units prior to termination of the Escrow Period, on the date of Closing, the Escrow Agent shall disburse the Escrow Amount pursuant to the provisions of Section 6, provided, however, in no event will
the Escrow Amount be released to the Company until such amount is received by the Escrow Agent in collected funds. For purposes of this Agreement, the term “collected funds” shall mean all funds, including fed funds, received by the Escrow
Agent which have cleared normal banking channels. 
 5. Collection Procedure. 
 (a) The Escrow Agent is hereby authorized to deposit each check in the Escrow Account. 
 (b) In the event any check paid by a purchaser and deposited in the Escrow Account shall be returned, the Escrow Agent shall notify the Placement Agent
by telephone of such occurrence and advise it of the name of the purchaser, the amount of the check returned, and any other pertinent information. The Escrow Agent shall then transmit the returned check directly to the purchaser and shall transmit
the statement previously delivered by the Placement Agent relating to such purchase to the Placement Agent. 
  

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 (c) If the Company rejects any purchase of Units for which the Escrow Agent has already collected funds,
the Escrow Agent shall promptly issue a refund check to the rejected purchaser. If the Placement Agent rejects any purchase for which the Escrow Agent has not yet collected funds but has submitted the purchaser’s check for collection, the
Escrow Agent shall promptly issue a check in the amount of the purchaser’s check to the rejected purchaser after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected purchaser’s check for
collection, the Escrow Agent shall promptly remit the purchaser’s check directly to the purchaser. 
 6. Delivery of Escrow
Account. 
 (a) Prior to the Closing (as defined in Section 8 of this Agreement), the Placement Agent and the Company shall provide
the Escrow Agent with a statement, executed by each party, containing the following information: 
 (i) The total number of Units sold by the
Placement Agent directly to purchasers and a list of each purchaser, and the number of Units purchased by such purchaser, and specification of the manner in which the Units should be issued; and 
 (ii) A calculation by the Placement Agent and the Company as to the manner in which the Escrow Account should be distributed to the Company and the
Placement Agent and in the event of oversubscription or rejection of certain purchasers, the aggregate amount to be returned to individual purchasers and a listing of the exact amount to be returned to each such purchaser. 
 The Escrow Agent shall hold the Escrow Account and distribute it in accordance with the above-described statement on the date of Closing or such later
date that it receives the above-described statement. 
 (b) Upon termination of the offering by the Company or the Placement Agent for any
reason, the Escrow Agent shall return to the purchasers who contributed to the Escrow Account the exact amount contributed by them. 
 7.
Investment of Escrow Account. The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank. 
 8. Closing Date. The “Closing” shall be the date of closing of the offering, and the “Closing Date” shall be the date on or
subsequent to the date on which the Escrow Agent has received minimum deposits for at least 1,333,334 Units that is designated to the Escrow Agent by the Placement Agent and the Company as the Closing Date. 
 9. Compensation of Escrow Agent. The Company shall pay the Escrow Agent a fee for its services hereunder in an amount equal to One Thousand Five
Hundred Dollars ($1,500), which amount shall be paid on the Closing Date. In the event the offering is canceled for any reason, the Company shall pay the Escrow Agent its fee within ten (10) days after the Escrow Amount is refunded to
purchasers. No such fee or any other monies whatsoever shall be paid out of or chargeable to the funds on deposit in the Escrow Account. 
  

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 10. Disbursement Into Court. If, at any time, there shall exist any dispute between the Company,
the Placement Agent and/or the purchasers with respect to the holding or disposition of any portion of the Escrow Amount or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow
Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Amount or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if the Company and the Placement Agent have not within 30 days of the
furnishing by the Escrow Agent of a notice of resignation appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either both of the following actions: 
 (a) suspend the performance of any of its obligations under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of
the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case my be); provided however, that the Escrow Agent shall continue to hold the Escrow Amount in accordance with Section 7 hereof; and/or 
 (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in Richmond, Virginia, for
instructions with respect to such dispute or uncertainty, and pay into court all funds held by it in the Escrow Account for holding and disposition in accordance with the instructions of such court. 
 The Escrow Agent shall have no liability to the Company, the Placement Agent or any other person with respect to any such suspension of performance or
disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Account or any delay in or with
respect to any other action required or requested of the Escrow Agent. 
 11. Duties and Rights of the Escrow Agent. The foregoing
agreements and obligations of the Escrow Agent are subject to the following provisions: 
 (a) The Escrow Agent’s duties hereunder are
limited solely to the safekeeping of the Escrow Account in accordance with the terms of this Agreement. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the
Escrow Agent shall incur no liability whatsoever except for negligence, willful misconduct or bad faith. 
 (b) The Escrow Agent is
authorized to rely on any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it and
it shall be fully protected in acting in accordance with this Agreement or instructions received. 
  

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 (c) The Company and the Placement Agent hereby waive any suit, claim, demand or cause of action of any
kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the gross negligence,
willful misconduct, or bad faith of the Escrow Agent. 
 12. Notices. All notices given hereunder will be in writing, served by
registered or certified mail, return receipt requested, postage prepaid, or by hand-delivery, to the parties at the following addresses: 
 To
the Company: 
 Homeowners Choice, Inc. 
 2340 Drew Street, Suite 200 
 Clearwater, Florida 33765 
 Attention: Andrew Graham 
 Facsimile:
[                                        ]

 with a copy to: 
 Foley & Lardner LLP 
 100 North Tampa Street 
 Suite 2700 
 Tampa, Florida 33602 
 Attention: Carolyn T. Long, Esq. 
 Facsimile:
(813) 221-4210 
 To the Placement Agent: 
 Anderson & Strudwick, Incorporated 
 707 East
Main Street, 20th Floor 
 Richmond,
Virginia 23219 
 Attention: L. McCarthy Downs, III 
 Facsimile: (804) 648-3404 
 with a copy to: 
 Kaufman & Canoles, P.C. 
 1051 East
Cary Street 
 Suite 1206 
 Richmond, Virginia 23219 
 Attention: Bradley A. Haneberg, Esq. 
 Facsimile: (804) 771-5777 
  

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 To the Escrow Agent: 
 SunTrust Bank 
 919 East Main Street 
 7th Floor 
 Richmond, Virginia 23219 
 Attention: Matthew Ward 
 Facsimile: (804) 782-7855 
 13. Miscellaneous. 
 (a) This
Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. 
 (b) If any provision of this Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof. 
 (c) This Agreement shall be governed by the applicable laws of the Commonwealth of Virginia. 
 (d) This Agreement may not be modified except in writing signed by the parties hereto. 
 (e) All demands, notices, approvals, consents, requests and other communications hereunder shall be given in the manner provided in this Agreement.

 (f) This Agreement may be executed in one or more counterparts, and if executed in more than one counterpart, the executed counterparts
shall together constitute a single instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their
respective names, all as of the date first above written. 
  

			
	ANDERSON & STRUDWICK, INCORPORATED
		
	By:	 	  

		 	L. McCarthy Downs, III
		 	Senior Vice President
	
	HOMEOWNERS CHOICE, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	SUNTRUST BANK
		
	By:	 	  

	Name:	 	Matthew Ward
	Title:	 	Trust Officer


  

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